Grаnite Rock Company (“Granite Rock”) sued International Brotherhood of Teamsters, Local 287 (“Local 287”) and International Brotherhood of Teamsters (“IBT”) under section 301(a) of the Labor Management Relations Act (“LMRA”) with claims relating to a collective bargaining agreement. Granite Rock seeks remedies against Local 287 for breach of the collective bargaining agreement, and against IBT for tortious interference with the collective bargaining agreement between Granite Rock and Local 287. Thе district court dismissed the claim against IBT under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim. Granite Rock appeals that dismissal, and we affirm.
In the dispute between Granite Rock and Local 287, the parties appeal and cross-appeal a total of five orders, but we need reach only one: the district court’s denial of Local 287’s motion to compel arbitration on the question of contract formation. We reverse that ruling and remand with instructions to compel arbitration on the entire dispute between Granite Rock and Local 287.
I
For purposes of analyzing the district court’s dismissal of Granite Rock’s claims against IBT, Granite Rock’s alleged facts must be presumed true and viewed in the light most favorable to Granite Rock.
Pakootas v. Teck Cominco Metals, Ltd.,
At the conclusion of the successful bargaining session, George Netto (“Netto”), Business Representative for Local 287, told Granite Rock’s CEO Bruce Woolpert that Netto would put the new CBA to a vote among the union members, would recommend ratification, and would cease picketing. At the same time, Netto raised the topic of a “back-to-work” agreement to provide for the terms under which the parties would return to work, including liability for actions taken during the strike. However, the parties agreed to discuss preparing a back-to-work agreement at a later date.
*1172 Local 287 members allegedly ratified the new CBA, which contained a “no-strike” clause, later on the morning of July 2, 2004. However, on July 5, 2004, Aloise аnd members of Local 287 called workers to instruct them not to return to work the next day. On July 6, 2004, Netto demanded a back-to-work agreement that would explicitly shield Local 287, its members, and IBT from any liability arising from the strike. Granite Rock refused to sign such an agreement, and Local 287 continued its strike in violation of the no-strike clause. Throughout the strike, Aloise played an active leadership role; he sent letters to other local unions and employees encouraging their support, held meetings to discuss strategy, and sought to secure financial support for the strike. IBT gave benefits to Local 287 members as long as they did not return to work.
Granite Rock’s Third Amended Complaint alleged breach of contract against Local 287, and tortious interference with contract against IBT. Both actions were asserted under section 301(a) of the LMRA, 29 U.S.C. § 185(a). Defendant IBT moved to dismiss the complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. The district court granted that motion on the grounds that Granite Rock failed to state a claim against IBT under section 301(а). Granite Rock timely appealed.
There is only one fact that is critical to our determination of whether the entire dispute between Granite Rock and Local 287 should have been submitted to arbitration, and that fact is undisputed: While the parties disagree about the ratification date, they agree that the tentative new CBA reached on July 2, 2004, contains an arbitration clause that requires arbitration for “[a]ll disputes arising under this agreement.” Interpreting this clause, the district court dismissed the issues of breach and damagеs in favor of arbitration, but retained the question of contract ratification for the district court’s determination. Local 287 timely appealed the order retaining the formation question.
Because we determine that the district court erred by denying Local 287’s motion to compel arbitration of the entire dispute, and we remand for arbitration, we need not address the appealed orders that arose from the district court’s rulings in resolving on the merits the issue of contract formation by ratification.
II
The district court’s dismissal of Granite Rock’s claims against IBT presents questions of law which we review
de novo. Pruitt v. Cheney,
Section 301(a) of LMRA, 29 U.S.C. § 185(a), provides:
Suits for violation of contracts between an employer and a labor organization representing employees in an industry affecting commerce as defined in this chapter, or between any such labor organizations, may be brought in any district court of the United States having jurisdiction of the parties, without respect to the amount in controversy or without regard to the citizenship of the parties.
Jurisdiction over a claim under section 301(a) requires two things: First, that the claim be “based on an alleged breach of contract between an employer and a labor organization,” and second, “that the resolution of the lawsuit be focused upon and governed by the terms of the contract.”
Painting & Decorating Contractors Ass’n v. Painters & Decorators Joint Comm., Inc.,
A party need not be a signatory to a CBA to come within the purview of section 301(a). In Painters & Decorators, *? the “Joint Committee” — created by the bargaining agreement to administer the terms of the agreement — -was not a signatory of the agreement. We held that the Committee was still an apprоpriate defendant under section 301(a) because the CBA created the Committee and governed its rights and duties. Id. at 1069.
However, the second part of the
Painters and Decorators
test requires that resolution of any section 301(a) claim be governed by the terms of the relevant agreement. In
Carpenters S. Cal. Admin. Corp. v. Majestic Housing,
Although
Majestic Housing
dealt with rights under a mechanic’s lien, its reasoning also applies to tort claims. The underlying agreement in
Majestic Housing
was relevant to the mechanic’s lien because the lien could only be foreclosed if the contract was violated, just as a tortious interference with contract claim depends on a breach. The court in
Majestic Housing
held that such a connection is inadequate to satisfy the requirements of section 301(a).
Applying the rule developed in
Majestic Housing,
we conclude that the district court was correct to dismiss Granite Rock’s claim against IBT because a claim for tortious interference cannot be said to “arise under” the new CBA between Granite Rock and Local 287.
Majestic Housing,
We reject Granite Rock’s argumеnt, because its position clashes with the plain language of section 301(a) and the
Majestic Housing
requirement that the underlying agreement must have
created
the rights or liabilities which the parties seek to vindicate by their suit.
Majestic Housing,
Granitе Rock makes an additional argument in its unsuccessful attempt to bridge this gap: that the “close relationship” between IBT and Local 287, at least when presented with IBT’s aim to “benefit” from *1174 the breach by gaining a release of liability through the proposed back-to-work agreement, justifies allowing a tort claim against IBT. Although Granite Rock’s argument has some emotive force, Granite Rock provides no persuasive case support for its position, and does not explain adequately how the concepts оf “close relationship” and “benefit” bring IBT within the scope of the contractual rights and obligations created by the new CBA. 1
The majority of our sister circuits to have considered the question have declined to find a section 301(a) cause of action against parties not governed by the relevant agreement.
See Int'l Union, United Mine Workers of America v. Covenant Coal Corp.,
The only circuit to have adopted Granite Rock’s position is the Third.
Wilkes-Barre Publishing Co. v. Newspaper Guild Local 120,
Granite Rock attempts to distinguish cases from other circuits by arguing that they did not deal with parties who are “closely related” or who “benefitted from” the breach. As discussed above, these distinctions are unsupported by precedent and the fact remains that only the Third Circuit has recognized a tortious interference claim under section 301(a).
Granite Rock’s assertion that we should create federal common law to reach IBT misinterprets our instructions from Congress and the Supreme Court. The Supreme Court has said that section 301 can be read as a “congressional mandate to the federal courts to fashion a body of common law to be used to address disputes arising out of labor contracts.”
Allis-Chalmers v. Lueck,
Finally, Granite Rock’s invoсation of legislative intent does not persuade us. Congress intended to improve the enforcement of bargaining agreements via the LMRA. S.Rep. No. 80-105 (1947). But “[njothing in the legislative history of § 301 bears on the question of holding a nonsignatory to a collective bargaining agreement.”
Carpenters Local Union No. 1816 v. Pratt-Famsworth, Inc.,
Any “gap” that might exist in Congress’s labor law design is for Congress and not for us to fill. When Congress regulates an area comprehensively, as it has done in the federal labor laws, rights and remedies can be defined and circumscribed. Congress has not left parties such as Granite Rock altogether without recourse. It has provided for remedies in labor disputes through both section 301— against parties to the bargaining agreement — and through the National Labor Relations Act, 29 U.S.C. §§ 151-169. In *1176 deed, Granite Rock vigorously pursued actions against Local 287 in the federal courts as well as in the National Labor Relations Board. If Congress did not provide a remedy for Granite Rock directly against IBT on its asserted tortious interference claim, then that is an issue to be addressed by Congress, not by an extraordinary and outlier interpretation of the governing statute.
We affirm the dismissal of Granite Rock’s claims against IBT. 3
Ill
We review de novo the effect of the arbitration clause in the alleged new CBA between Granite Rock and Local 287.
See Nagrampa v. Mailcoups, Inc.,
The United States Supreme Court has drawn a distinction between challenges to an arbitration clause and challenges to an entire contract. The Court has stated this general rule: “[UJnless the challenge is to the arbitration clause itself, the issue of the contract’s validity is considered by the arbitrator in the first instance.”
Buckeye Check Cashing, Inc. v. Cardegna,
Consistent with this framework, a party generally may not sue in federal court under a contract that, by its terms, requires arbitration.
Teledyne, Inc. v. Kone Corp.,
Two years later, we held that a party who disputes the formation of a contract may not be forced to arbitrate the issue of contract formation; otherwise “[p]arty A could forge party B’s name to a contract
*?
and compel party B to arbitrate the question of the genuineness of its signature.”
Three Valleys Municipal Water Dist. v. E.F. Hutton & Co.,
The parties’ briefing and the district court’s careful analysis in the case at bar illuminate the conceptual tension that exists between Teledyne and Three Valleys. It might be argued that these two cases look in opposite directions: Teledyne compelled arbitration on the question of contract formation, Three Valleys reserved the formation question for the court. However, the court in Three Valleys distinguished its facts from those in Teledyne in an instructive way:
Teledyne is a rare case. In Teledyne, the plaintiff (1) asserted the validity of the underlying contract containing the arbitration clause by bringing a breach of contract action and (2) did not make an independent challenge to the arbitration clause. The plaintiff thus had no ground on which to repudiate the arbitration agreement. As we explained in Teledyne, to allow the plaintiff to circumvent arbitration in these circumstances by bringing its claims in federal court would lead to an absurd result....
Three Valleys,
Here, Granite Rock brings a section 301(a) breach of contract action based on its alleged new CBA with Local 287, which includes an arbitration clause covering “[a]ll disputes arising under this agreement.” This clause is broad enough to cover the dispute over contraсt formation, and Granite Rock does not make an independent challenge to the arbitration clause.
4
Granite Rock “thus ha[s] no ground on which to repudiate the arbitration agreement.”
Three Valleys,
Granite Rock contends that because Local 287 has contested the issue of contract formation, Local 287 has repudiated and
*1178
waived the arbitration clause and should be estopped frоm asserting it, even as to questions of breach and damages. We summarily rejected that rationale in
Tele-dyne,
where the defendant denied the existence of the contract but asserted the arbitration clause. We stated: “Teledyne argues that Kone has no right to enforce the arbitration provision because it has denied that a valid contract exists. If accepted, this argument would produce an absurd result....”
This outcome does not fun afoul of
Three Valleys.
The court there ultimately held that “ ‘a party cannot be required to submit [to arbitration] any dispute which he has not agreed so to submit.’ ”
Three Valleys,
Here, both parties consented to arbitration; Granite Rock implicitly by suing under the contract containing the arbitratiоn clause, and Local 287 explicitly by asserting the arbitration clause. Either might have had the right to a court determination of the formation issue had that right not been waived by asserting the validity of the contract. The holding of
Teledyne
is clear: Parties have no right to access the federal courts when they sue under agreements which, by their terms, remove the federal courts’ power to hear the case — unless they challenge the arbitration clause independently.
See Teledyne,
Congress and the Supreme Court have declared a “national policy favoring arbitration.”
Buckeye Check Cashing,
When an alleged contract includes a broad arbitration clause, it is sensible to conclude that an arbitrator will hear challenges to contract formation or to the contract as a whole — provided that both parties have consented, in some fashion, to arbitration. Teledyne shows that one can consent to arbitration by suing under a contract that includes an applicable arbitration clause.
The challenge here regards contract formation, Granite Rock does not challenge the arbitration clause independently, and both parties have consented to arbitration. As such, Granite Rock’s claims against Loсal 287 should have been dismissed in favor of arbitration.
We AFFIRM the district court’s judgment dismissing Granite Rock’s claims *1179 against IBT, and we REVERSE and REMAND the district court’s order denying Local 287’s motion to arbitrate, with instructions that Granite Rock and Local 287 should be compelled to arbitrate their dispute in its entirety. Costs of IBT and of Local 287 shall be borne by Granite Rock.
Notes
. Il is undisputed that the separate back-to-work agreement was never signed, and IBT is not transformed into a third party beneficiary or obligor by supporting an abandoned addendum to the relevant collective bargaining agreement.
Moreover, although there may be limited section 301 remedies available when parties are so intertwined that one is the "alter ego" of the other, and a plaintiff might be able to recover by "piercing the veil,”
see Local 159 v. Nor-Cal Plumbing, Inc.,
. The Eleventh Circuit initially seemed to adopt the Third Circuit’s approach in
Local 472, United Ass’n of Journeymen & Apprentices v. Georgia Power Co.,
. Language in section 301(a) of the LMRA strongly suggests that its requirements are necessary to confer subject-matter jurisdiction on the federal courts: The action "mаy be brought in any district court of the United States having jurisdiction of the parties, without respect to the amount in controversy or without regard to the citizenship of the parties." 29 U.S.C. § 185(a);
see also Steel Co. v. Citizens for a Better Env't,
. While Granite Rock does not argue the arbitration clause is invalid in any way, it does argue briefly that the clause does not cover a dispute over formation. However, Granitе Rock offers no support for a narrow reading of the arbitration clause here. Arbitration clauses are to be construed very broadly: "An order to arbitrate the particular grievance should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute. Doubts should be resolved in favor of coverage.”
AT & T Techs., Inc. v. Comm. Workers,